Spectacular Spider-Man: Symbiotic Bonds
by MasterOfYourFate
Summary: Some time has passed since The Spectacular Spider-Man defeated the Green Goblin in one epic, final battle, but he soon finds out that his troubles are far from over, since the hero now must face a new supervillain that poses as a threat to him, his loved ones and the city itself.
1. The Symbiote Queen

**_The Symbiote Queen_**

Written by MasterOfYourFate

"The starry curtain of the night has fallen upon the city once more…" Spider-Man remarked in his thoughts as he was web-swinging from building to building on his nightly patrol of the city.

"It's been two weeks since my last tango with Gobby. It feels like only yesterday I was fighting his army of pumpkin-wearing trick-or-treaters. Ever since that dreadful night when I discovered the truth about Normikins, things have been quiet around here. Almost too quiet, if you ask me." Spider-Man continued as he was running on a rooftop and then used his left web-shooter to swing to the top of the Chrysler building.

The costumed web-head glanced around, his eyes moving left and right and then crouched, deep in thoughts.

"Sure, there are still some petty, run-of-the-mill thugs running around the city like rats, but no supervillains like horned-head, baldy eagle, and spark plug have been on the move recently. Even pale-skinned Toomy remained in hiding. I should be happy and proud of myself that the city is safe and secure thanks to my heroic acts, but when it comes to my social life, I feel like every decision that I make is a wrong one. I feel like I should've told Gwen about my feelings for her, but I decided to postpone, and right before I knew it, it was too late and she's now with Harry. I don't blame them."

Spider-Man then launched himself away from the building, spewed a thread, made a front flip, and continued to web-swing through the city until coming to a halt upon reaching the roof of a flat, crouching on the edge.

"After all, he lost his father during Gobby's final act, and Gwen is the only one who can prevent me from seeing the premiere "The Son of The Green Goblin: The Revenge Part III" in theaters. She's the only one who can comfort him during these hard times and help him rebuild his once normal life. At least, she'll keep him away from the green and so far, Harry's starting to act again like the guy I've known since childhood. I probably shouldn't have broken up with Liz, but now she has a new boyfriend and there's no way she's going to accept me back. I lost two girls that I cared deeply about..."

Spider-Man then stood up, zip lined on his thread towards a smaller building, performing a series of acrobatic moves before jumping towards a large building and starting to wall crawl on it.

"Mary Jane has left Manhattan with a broken heart after Mark became Molty Boy and landed himself in a cell within The Vault. And yet, I didn't have the courage to go to her and try to help her cope with the situation. Why is it that I always make the wrong moves, take the wrong decisions or why am I always postponing?" Spider-Man wondered as he continued his patrol, unaware that a shadowy figure was following him from a distance, leaping from rooftops to rooftops, and spewing web threads.

"Well, even Spider-Man has made mistakes as well. If I had made sure that the symbiote was gone for good, Eddie wouldn't have transformed into the big, gooey, smiley-faced Venom, and now he's coco for Coco Puffs in an asylum cell, wanting desperately to be reunited with the symbiote. I sure feel sorry for him. We used to be such good friends… and he used to be my bro..." Spider-Man sighted as he landed on the top of a church, taking a few steps forward. The shadowy figure that had been tailing him was watching the vigilante like a predator while crawling on the left side of a building near the church where its prey was, getting closer and closer and moving its limbs with cat-like stealth.

"Speaking of the symbiote, I wonder where it is. I remember that it managed to escape during my last encounter with Venom and it's probably down somewhere in the sewers." Spider-Man thought to himself, while crossing his arms and looking down at the streets crowded with cars and pedestrians.

"I should probably go and investigate to make sure it didn't snare another victim, but then I would have to explain to Aunt May why I would smell like rotten eggs every time I came home. _Sorry, aunt May. I went searching for a small, alien muck in the sewers because it knows all of my secrets and if it finds another victim, my secret identity is exposed thus putting your life is in danger. Oh, by the way, did I tell you that I'm Spider-Man?_"

The wall-crawler chuckled at the image of Aunt May's reaction to that statement but then he felt something sticking to his back.

"What the?" Spider-Man exclaimed and when he turned around, he saw what appeared to be a long black thread glued to his back.

"Is that… a web thread? Like... mine?" he questioned but then the sound of spewing was heard and another thread latched itself to his face.

Spider-Man tried to rip the thread from his face but then felt being pulled by the threads by a mysterious force before being hoisted up in the air like a piñata.

The shadowy figure had commenced its attack on the wall-crawling vigilante and started to swing him left and right with an incredible display of strength and speed before letting go of the thread, launching Spider-Man into the bell tower of the church. Spider-Man managed to remove the black web from his mask and used his own web and agility to avoid hitting the bell, landing safely inside the tower on his feet.

"What was that? My spider sense didn't even tingle! The black web! Oh no! He's back!" he exclaimed with a worried tone and then the shadowy figure appeared right before him. Spider-Man frowned as the figure remained concealed in the darkness.

"I don't know how you and Eddie bonded again, symbiote, but I defeated you twice and I can do so a third time!" Spider-Man provoked the figure, raising his fists.

What followed was the sound of a creepy laugh.

"At last we found you, Spider-Man…" the figure responded with a bone-chilling voice.

Spider-Man narrowed his eyes since that didn't sound like Venom's voice. It sounded more feminine and somehow familiar.

"Oh! Nice new voice, Venom. It will surely give you a career in opera singing." Spider-Man wisecracked , pointing at him.

"We do not call ourselves _Venom_. We have a different name. Call us…"

The figure then moved into the moonlight to reveal itself.

Spider-Man gasped at the horrific sight in front of him and took a few steps backwards. What stood before him was Black Cat, but it wasn't the same Black Cat he had met months ago. She was now muscular and taller than before. Her costume was now covered with a slimy, shiny, organic black substance, making it to look like a living second skin.

Her hands and her feet were in the shape of large, razor-sharp claws that could tear through skin and bones. What truly gave Spider-Man nightmares was when he looked up at her face. Her entire face was also covered with the black substance and Spider-Man could see those evil, soul-piercing, white eyes with no pupils and that terrifying, sinister, and creepy grin that was spread wide across her face, showing off a large number of pointy teeth.

Her white hair was now similar to Medusa's hair, composed of long and thick snake-like dreadlocks that ended with wide opened mouths, showing off some sharp fangs.

"The Symbiote Queen…" she said, her long, serpentine tongue sticking out of her mouth.

"Black Cat! Oh no! Not you!" Spider-Man exclaimed in horror, upon realizing who the host for the symbiote was. "It... can't be you!"

"We no longer call ourselves _Black Cat_, Spidey. And now that we found you, we shall take our delicious revenge on you for what you did to our father!" she said with a menacing tone and began to advance towards him.

"Cat, listen to me! You have to fight the symbiote! Don't let it control you! Please! Listen to me!" the costumed vigilante tried desperately to reach the hosted thief that he once had a crush on but it was to no avail.

The Queen then spewed webs from both her wrists in an attempt to snare Spider-Man. The wall-crawler ducked the threads and spewed his web threads towards her abdomen. They reached their target, but the Queen just snickered, grabbed the threads, and pulled Spider-Man towards her. Once he got close, she hit him with her knee right in the chin and the hero landed with his back hard on the ground.

Spider-Man got up and rubbed his chin.

"Man! That's going to leave a mark… Cat! Please! Don't do this! Let me help you!"

"We don't need your help, Spidey. All we want is your heart on a spike!"

The Queen then uppercut him in the jaw sending him in the air before she jumped and grabbed his head and pinned him to the ground, her claws scratching the front part of his mask.

"Alright, we're done talking!" he grunted and managed to kick her off him.

Spider-Man then started to throw punches at her, only for her to block them easily and roundhouse kicked him towards the edge of the church tower.

Spider-Man managed to not fell off the tower by spewing his webs on different sides of the tower and slung himself forward in an attempt to use the bell, since high frequency noises were deadly to the symbiotes. However, before he could have a chance to even touch the bell, the Queen stood in front of the bell and punched the vigilante in the nose, sending him flying backwards but she wasn't done.

"Oh no! You're not going to use those unpleasant sounds on us..." she grinned and then spewed webs on him, pulled him closer to her, punched him a few times before she grabbed his feet, and then started to spin while still holding Spider-Man's feet before finally releasing them.

"WOAH!" Spider-Man yelled as he flew backwards and smashed through a window with his head, landing inside an office complex, tumbling on the ground before stopping by hitting a wooden desk with his back.

The hero got up, rubbed his head with his right hand, and noticed that the employees of the building, all wearing expensive business suits were looking at him with their mouths open and their eyes wide.

"Oh, don't mind me! I was just in the neighborhood and I was wondering if you could spare a cup of paperclips." Spider-Man joked.

"Look out!" one of the employees pointed at the shattered window.

Spider-Man looked and saw the Queen jumping inside the building by bursting through another window.

"You know you'll have to pay for those windows, don't ya?" Spider-Man remarked with his usual quipping and pounced on the Queen only for her to kick him towards a spinning fan on the ceiling. Upon collision, Spider-Man cried in pain and fell to the ground hard.

"Looks like you met your biggest fan, Spider-Man." The Queen tried to play his game of quipping remarks.

"Ugh... little advice: leave the quipping to me cause you clearly don't know how to deliver punchlines." Spider-Man groaned as he got back up.

"We tend... to disagree!" the Queen spat and she picked up a desk and tossed it at Spider-Man. He managed to duck it only to see that a woman was screaming upon seeing the desk flying towards her but luckily, Spider-Man caught the desk just in time.

"Next time you see a flying desk heading towards you, it's best to stay clear of its way." Spider-Man advised the woman.

The woman nodded her head and ran away. The Queen just snared as she advanced towards the hero who was now concerned for the safety of the other employees.

"Um, long version: If you guys don't want to end up on the menu of her royal slimy highness, I suggest you make your way to the exits fast! Short version: RUN, GUYS! RUUUUUUUUUUUUUUUUN!"

The employees then proceeded towards the door, managing to reach safety.

Now with no civilians in danger, Spider-Man continued the fight by grabbing a copy machine with his web shooter and throwing it towards the Queen.

The Queen retaliated by blocking it with her right arm. Spider-Man grabbed multiple items with his threads and tossed them in the Queens direction but she stopped them all with her hair.

"Woah! Now there's the new hairstyle of the month." Spider-Man remarked only to have the objects tossed back at him, which he was able to dodge swiftly.

Spider-Man then tried to use his web projectiles on the Queen but they were proven ineffective as the Queen kept walking towards him, not even flinching upon the contact her body had with the projectiles. She attacked next with her hair, the dreadlocks acting just like snakes with their mouths wide open, and venom dripping from their fangs. Spider-Man used his fast maneuvers and agility to dodge them before being grabbed by one and thrown towards an elevator, hitting the elevator doors face front.

When Spider-Man got up and rubbed his arm, he saw her making her way towards him, tossing tables, chairs, desks, clipboards and plants in random directions with her dreadlocks.

"Talk about a bad day at the office..." the hero remarked and then pried the doors open, making it inside the shaft. He then started to crawl to the top and soon enough, the Queen started to follow him as well, crawling on the walls just like him.

"You can wall-crawl and spin webs now, Cat? That's it! I'm calling my lawyer!" Spider-Man waved his fist at her.

The vigilante crawled as fast as he could and then the Queen's hair started to spit acid at him.

"Acid spit? Boy, you need a lot of breath mints!" Spider-Man quipped as he dodged the acid shots while still making his way to the top.

"Okay. All I need is a plan. Now, how do I stop a symbiotic, psychotic dumped girlfriend with a bad hair day?" Spider-Man thought and then he looked up and saw that the elevator cabin was not too far from his position. "That's it! I'll drop an elevator on her! But where's the counterweight?"

He then spotted it and it was at quite a distance down below.

"Alright! I know what I have to do." he formulated his plan and then he stopped wall crawling and took a dive to reach the counterweight. The Queen didn't expect that and was taken by surprise when Spider-Man whooshed down before her face.

"Come on, Queeny! Shoot the spider and win a prize!"

The Queen gritted her teeth and descended the shaft to follow him while spitting acid from her hair towards the web-head.

Spider-Man then landed on the counterweight and continued to taunt the Queen.

"You can't even hit the broad side of a battleship! And you are supposed to be the Queen of the symbiotes? You can't even hit little old me! NANANANANANA!"

The Queen growled in a threatening tone and continued to use her hair to spit acid and one of the shots hit the cable that held the counterweight. Spider-Man jumped backwards, sticking to the wall while the counterweight fell down the shaft with a screeching, metallic sound. Spider-Man was then grabbed by his throat and shoved against a wall.

"Playtime is over, Spider-Man…" she grinned in a malicious way and licked her lips. "Any last words?"

"Yeah, I have." Spider-Man responded with an almost chocked voice, holding her arm with his hands.

"What?"

"Simon says: Heads up!"

"Huh?"

The Queen looked confused and when she shifted her eyes up, it was too late for her to dodge the falling elevator cabin. Spider-Man watched as the cabin crashed to the bottom floor.

"I think she's going to start using the stairs from now on." Spider-Man remarked and then lowered himself, his head hanging upside down while holding a thread to look at the wreckage. However, upon removing the rubble and parts of the destroyed cabin, the Queen was nowhere to be found.

"She got away… That's not good. Not good at all. Now controlled by the symbiote, Black Cat knows everything about me; my identity, my address, and the persons that I care about and she will do anything to tear me piece by piece." Spider-Man said in his thoughts and checked his web-shooters, walking away from the wreckage.

"I'm running low on web in my shooters so I better go back home, refill them and plan my next move against the Queen of Spades. I hope I can find a way to save Black Cat from the symbiote. I don't want her to end up like Eddie."

Spider-Man then exited the building by jumping through the same window he had busted through, and web-swung back to his house in Forest Hill, Queens.

TO BE CONTINUED

Disclaimers:

The author doesn't claim ownership of the characters used in this story.

All characters belong to Marvel Entertainment/Sony Pictures Television Inc.

This story has been written for entertainment purpose only!

All rights reserved.


	2. The Eye of the Storm

_**The Eye of the Storm**_

Written by MasterOfYourFate

Spider-Man web-swung towards his house as fast as he could, always looking over his shoulder just in case The Queen jumped on him. Since Venom hadn't triggered his spider sense before, then it was unlikely that the Queen would be registered as a threat, since she was exactly like Venom; only difference was that the symbiote took over a new host.

"Good thing aunt May is out of town with Anna Watson so I won't have to worry about her safety. Still, I can't believe it…"

Spider-Man let go of the thread in his hand, leaped over a building, did a front flip before using his right web shooter to stick a thread on the side of a hotel.

"How did the symbiote find Black Cat? Out of all the people in this town, the slime had to find her and use her body as host. Given the fact that our last date ended up on a sour note, the symbiote must have felt her anger and wanted to feed on it. Sure, she doesn't quite hate me like Eddie, but still..." Spider-Man said in his thoughts as he continued to make his way to his house, hanging on to threads and leaping across a large distance.

However, the worst case scenario happened when he saw that his web-shooters were now empty and he was flying in mid air.

"Not good!" he looked down and began to fall at an incredible speed. Spider-Man tried to move his legs arms, swimming in the air to get closer to a building near him, with the hope of reaching its wall with his hands or his feet and stick to them; however he was not fast enough to even touch a side of the building with his fingertips and screamed as he fell.

Thankfully, some cloth lines that were attached to two flats were able to slow his descend and he landed with a loud thud into an opened garbage dumpster in an alleyway.

"Oh… my back…" the hero groaned in pain as he got up and jumped away from the dumpster.

Spider-man sniffed his armpit and let out a disgusted sound. He had a banana peel on his head, his shoulders were covered with rotten meat and vegetables, a paper bag was stuck to his left boot, and most of his costume was covered with a liquid that smelled horrible.

"Oh, yuck! It will be a cold day in Heck before I get this suit all cleaned up. And, oh boy, do I reek! I'll have to wash myself with tomato sauce… again…" the vigilante sighted and he started to walk out of the alleyway and into a street.

"First, Black Cat gets possessed by the alien symbiote, I run out of web, and I fell into a dumpster… Could this night get any worse than this?" Spider-Man thought and then he bumped into someone.

"Oh. Sorry… didn't see you…" Spider-Man started but then his eyes widen when he saw that the person he had bumped into was J. Jonah Jameson, the head of the Daily Bugle, Peter Parker's boss and Spider-man's number one hater. He was heading for home, wearing a grey trenchcoat and a black fedora hat when he stopped at a bus station.

"Spider-Man? What are you… doing here?" he inquired and then he held his nose with his forefinger and his big thumb. "Peeeyuuuu! You smell like you went for a swim in the sewers!"

"Yeah, thanks for noticing, pickle puss…" Spider-Man remarked sarcastically.

"Perfect. Now my night is complete. I'd rather fight the Sinister Six again without my powers than meet up with J. Jonah Jerkson here... in my current, stinky state..." he said in his thoughts.

"What's the matter, web-head? Got your butt kicked?" Jameson smiled with satisfaction, his eyes narrowed.

Spidey just looked at him, not saying a word. Normally, he would have replied with a witty remark but he was not in the mood now. He had more important things to worry about like the safety of his loved ones and the city. He then walked away from Jameson, no longer wanting to give him the pleasure of seeing him in such a disgraceful state.

"Oh! This is gold! I can picture the headlines! Spider-Man: Total Humiliation! Hahaha! This is front page material and it will make me feel all warm and fuzzy inside! I will enjoy bathing in your humiliation! This story will sell like bread! Got to call Parker and tell him to get some embarrassing photos. Web-head! Stop where you are for two point five seconds!" Jameson ordered him, took out his cell phone, and dialed Peter's number.

His eyes widen when he heard the sound of a cell phone ringing. It was coming from… Spider-Man's pants.

Jameson looked from his cell phone to Spidey and vice versa.

"You! You…" Jameson started and after taking a few steps backwards, Spider-Man ran away.

"POLICE! POLICE! ARREST THAT WALL-CRAWLING WEASEL! HE STOLE PARKER'S PHONE!" Jameson called for the police, shouting with all his might and pointing at him.

"Oh, pickle puss, don't ever change…" Spider-Man quipped and stopped running after getting at a respectable distance from Jameson.

"Okay, Pete, it's risky to walk around, wearing the costume out in public. So I might as well change into my normal clothes." Spider-Man advised himself but then he slapped his forehead.

"Argh! I forgot! I had aunt May wash my shirt and my socks. The only things I'm wearing are my jeans and my white tank. There's no way I'm taking off my boots and remain barefooted. Besides, it will take me hours if I walk home. Guess I have no choice…"

The vigilante was now in a subway train, sitting on a chair, his head tilted downwards. The people inside the wagon he was in were all holding their noses, since they couldn't stand the smell.

"I had a hard day at work, okay? My boss kicked me out because I asked for a raise." Spider-Man did his usual quipping, while looking at the other passengers.

Eventually, he reached his house and wall-crawled to his room, opened the window, and got inside his house, since going through the front door was probably not a smart thing to do in these kinds of situations. The house seemed devoid of any villains but the hero was not going to let his guard down.

He inspected every inch the house, prepared to face the Queen in case she was inside the house, waiting for the right time to strike. After checking every corner of May's house, there was no sign of the Queen, not even a trace of evidence to support the theory of a break-in.

Spider-Man was surprised. He had been expecting the Queen to pounce on him from his closet like the Boogeyman but she was nowhere to be found in his house.

"Alright. So far so good. No sign of her royal symbioness anywhere. I better take off this suit, take a shower, and grab a spare, clean one from my wardrobe."

Said and done, the web-swinger took off his costume and proceeded to take a shower. After washing himself, he got out, tossed the dirty costume away, made it to his room and took a spare one from his wardrobe but not before putting on a white shirt and a pair of black socks first.

"Ah! I feel like a newborn baby…" he said, feeling comfortable in his germ-free suit.

He then walked to the desk near his window opened and drawer and took out some web cartridges. He then equipped his web-shooters with some new cartridges, also putting a couple of spare ones in his belt.

"House inspection? Check. Decontaminate myself? Double check. Web-shooters refill? Triple check. Add spare ones? Quadruple check. Two more and I would have a double hat trick... Well, you can't win them all..." Spider-Man ticked a list in his mind before he jumped to his window, jumped through it, spewed a thread, and began to head towards Gwen's house.

"If my hunch is correct, the Queen will try to get to my friends in order to get me, just like Venom did. I better make sure she's okay." Spider-Man said in his thoughts as he used the trees to swing across the neighborhood, his threads sticking to branches.

He reached Gwen's house in ten minutes and crawled to her window to take a peek inside. Gwen Stacy is seen holding a piece of paper in her hand while Harry was carrying what appeared to be a drink cooler into the kitchen.

"Huh. Everything seems fine. There's Gwen and… Harry. What are they doing? It's like… they're preparing for a party… or something. Well, it's normal…" Spidey analyzed what he was seeing while rubbing his chin and then looked at Gwen.

"I'll never forget the day you kissed me, Gwen… I never will…" the vigilante sighted as he pressed his hand against the window.

He then shook his head and then leaped to the roof of the house, to prevent any further distractions that could have dire consequences.

"I better keep my eyes open for the Queen in case she decides to become a party-pooper… "

Spider-Man crouched and stood guard, his senses on high alert, ready to pick up any threat.

Almost an hour had passed and the Queen didn't make an appearance at all.

"That's weird. Where… could she be?" Spider-Man pondered and stood up, looking at the house below him. "Should I? It's a bit risky and I might put my friends in danger… but this waiting game is not my style. Well… I hope this won't turn out to be another decision I would regret later on."

Spider-Man then spewed a thread and made his way towards the city. After making a full patrol of the city, swinging from threads to threads, leaping from smaller buildings to taller buildings and wall-crawling their sides, but the Queen was nowhere to be found.

"Queeny! Olly olly oxen free!" Spider-Man tried to call her out but it was to no avail. "Rats! Where is she?"

His phone then started to ring again.

"Perfect. I hope it's not Jameson." the hero groaned as he landed on top of a gargoyle statue. "The last thing I need is for him to lecture me about keeping my items safely away from masked miscreants."

He took out his phone and saw that it was Gwen calling him. Spidey removed the mask from his mouth before he picked up.

"Hey, Gwen!"

"Hey, Pete! How are you?" a friendly feminine voice was heard from the other end.

"Meh, enjoying the leisure time of having the entire house to myself." he responded with a lie to which Gwen giggled.

"Nice! Listen, Harry and I are planning a movie night at my house and I was wondering if you would like to join us…" Gwen offered him an invitation.

"Your father won't mind?" Spidey asked.

"He's working late this night." she responded.

"Well… sure! I was getting bored inside this old house anyway. I'll be there in a minute." he accepted.

"And that way, I can keep an eye on you and Harry from a closer angle." Spider-Man continued in his thoughts.

"Great! Oh! What, Harry? Oh no! We ran out of popcorn? Pete, can you go and buy some popcorn, please?" Gwen asked him.

"Sure. What kind? Butter?" he asked, while scratching his nose.

"Yeah." she replied.

"Okay. I'll be sure to do that." Spider-Man nodded.

"Thanks, Pete! See you soon!" Gwen said before she hanged up.

"Movie night, eh? This ought to be interesting." he said in his thoughts as he leaped from the statue and made his way to the nearest store. The shop owner wasn't even looking as he was busy putting some items on a shelf. Spider-Man grabbed some popcorn bags with butter and left behind some money on the counter.

He returned to Gwen's house fifteen minutes later and took off his costume, remaining in his normal clothes.

Everything seemed calm and normal and that relaxed him. Once he knocked at the door, Harry Osborn answered the door.

"Pete! About time you showed up." Harry smiled, shaking his hand.

"What did I miss, buddy?" Pete smiled back.

"Only half the fun! Come in." he invited him inside.

When Peter walked in, he was surprised to see not just Gwen in the living room, but also Flash Thompson, Midtown High's football hero and Spidey's number one fan, Randy Robertson, the nice and friendly jock, Liz Allan, Peter's former girlfriend, with her new boyfriend, another jock named Terry who had brown, short hair and blue eyes. Also there were Kenny Kong, the massive, dimwit jock, Sally Arvil, the blonde head cheerleader of Midtown High, Sha Sha Nguyen, who only came because Flash said so, Glory Grant, Kenny's girlfriend, and Hobie Brown, the silent one of the group.

"Hey! About time you showed up with the popcorn, Puny Parker!" Flash said, while holding Sha Sha, his girlfriend, close to him.

"Am I at the wrong house?" Pete questioned.

"No, no, my friend. You see… after what… happened when the whole school found out that I had been using Globulin Green to bring victories to the football matches, I wanted to rebound some old ties… so I invited them all for this special night in the hopes that they would give me a second chance." Harry explained.

"We had no intention of coming here at first…"Sally, the head blond cheerleader, started.

"But then we figured that everyone deserves a second chance so we accepted." Randy finished, smiling in a friendly way.

"Agreed." Gloria agreed, her arms crossed.

"And besides, I was in the mood to watch a movie anyway." Flash said, smiling as he looked at Sha Sha.

"I see." Pete blinked and then he saw Liz staring at him. She quickly looks away, trying to hide the pain in her eyes that she had felt when Peter broke up with her.

"Well, now that you're here, let's go make the popcorn." Gwen said as she took the bags from Peter's hand and went to the kitchen.

Peter, for the first time during that evening, smiled, feeling great, the fight between Sally and Flash regarding what movie they should watch only made his smile to grow. This reunion was something that brought some form of joy to him.

Sure, it was kind of hard to believe when he was in the same room with Flash Thompson, however he was the one who gave him a "reality check" when Pete was about to be taken over by the symbiote.

He sat down on the couch, without any worries, yet he hadn't completely forgotten about the Queen, wondering where she was and what she was planning…

TO BE CONTINUED

Disclaimers:

The author doesn't claim ownership of the characters used in this story.

All characters belong to Marvel Entertainment/Sony Pictures Television Inc.

This story has been written for entertainment purpose only!

All rights reserved.


	3. Filling Gaps

_**Filling Gaps**_

Written by MasterOfYourFate

The window of a secret hideout located on the outskirts of Manhattan opened and the Symbiote Queen stepped inside, landing on a wooden floor. The costume then peeled itself away, revealing a young, beautiful woman in her twenties with long, white snow-like hair that was flowing down her shoulders like a waterfall.

Her eyes were green and sparkling, she had a small nose and thin lips. She was wearing a black tank and a pair of blue jean shorts, showing off her curvy, hourglass figure. The woman was Felicia Hardy, daughter of Walter Hardy also known as the Cat Burglar.

"Home sweet home…" she said with a smile, turning on the lights to illuminate the surroundings.

The interior had all the necessary items and pieces of equipment that Black Cat had needed to perform heists. Blueprints of various buildings were stacked on a desk that had a computer that contained data and information on wealthy people who lived in Manhattan.

Advanced tech gadgets were laying on a table, including a motion detector, a hacking device to bypass security systems, night vision goggles, a grappling hook attached to a rope and many more. The wardrobe on one of the main corners offered her a variety of suits that she could use on certain heist missions in case they proved too difficult for her standard suit.

The hideout was not just a warehouse of gadgets; it was also hospitable with a functioning bathroom, a warm and comfortable bed, and a kitchen that provided her with all the bare necessities.

"Spider-Man got lucky…" she muttered under her breath as she made her way to her bed. "But he won't be so lucky next time..."

Once she sat down, she let out a cry of pain that made her teeth to grit and her eyes to close. Her body was covered with visible bruises and cuts from her previous fight with the web-swinger, especially on her back and on her arms.

Had it not been for her quick thinking, agility, reflexes, and the symbiote's ability to transform limbs into various sharp objects like knives and other simple bladed weapons, the elevator would have crushed her, flattening her like a pancake.

She then looked up as she recalled the moment that after she got hit, she pressed her hands on the bottom of the elevator, web threads spewing from every inches of her body in an attempt to slow down the descend.

That seemed to have proven efficient, and it gave her enough time to transform her right hand into a sharp blade and used it to cut open a hole in the cabin. Upon doing that, she got inside the elevator cabin, punched a hole through its roof, and spewed a thread that latched itself to a steel grate on the wall that led to a maintenance tunnel.

She then pulled herself out of the elevator, mere seconds before the elevator crashed, ripped the steel grate with her claws, and crawling inside the tunnel, making her escape, granting Spidey this small victory, but the war was not over.

The symbiote then started a small healing process to treat the wounds on her back while Felicia stood up, walked to a window and looked through it.

It seemed like only yesterday that she made a bond with the symbiote to take down Spider-Man…

_**Beginning of flashback**_

After she rescued the wall-crawler from the Green Goblin and left with tear-filled eyes and with a mixture of sadness and anger in her heart, she drove the van that she had used to get inside the Vault to a garage that she used to store vehicles for getaways and break-ins.

After closing the garage door, she proceeded towards her hideout, unaware that the symbiote, drawn by her anger like metal parts to a magnet, emerged from an open manhole near the garage, slithered its way towards Black Cat, and managed to attach itself to her boot before she took off.

The bond was made when the symbiote detached itself from her boot and made its way towards a sleeping Felicia Hardy lying on her bed, first by attaching itself to the foot of the bed and climbing on top of the bed to start the bonding process.

In her subconscious, Felicia found herself in a dark void that seemed to stretch itself to infinity covered with black spider webs, and then she heard a bone-chilling voice, followed by the sprouting of long, black tendrils emerging from the surface she was standing on.

The dialogue in between her and the alien symbiote was still fresh in her mind.

"Felicia Hardy… we feel the fury in your heart… We sense your tasty hatred..." a sinister, terrifying voice echoed from a distance.

"Who-who... said that?" she asked with a trembling voice, looking around to find out where the voice was coming from. "And… how do you know my name?"

"We are the life form that you tried to kidnap a long time ago. But that is not important now. We have come to offer you a gift…" the voice answered.

"What kind of gift?" she asked.

"One that will eliminate the person who left your father to rot in prison…" the voice replied, sounding like it got closer.

"Spider-Man…" she growled his name, clenching her right fist. "But… how do you know all of this?"

"We have made a bond with you that allowed us to enter your mind and learn everything about you, including your darkest secrets and your precious memories. Since we know now everything about you…" the voice continued.

Then Felicia saw what appeared to be a black figure emerging from the ground, looking like Spider-Man when he was wearing the black costume with the spreading white spider on the torso, only this figure had tentacles sprouting from its back and looked non-human with sharp claws, an unnatural body-build, and a mouth filled with sharp teeth.

"We see it fair for us to share with you what we know about Spider-Man…"

Felicia then felt one of the tentacles attaching itself to the back of her head, feeling her brain getting flooded with images of Peter Parker, Spider-Man, his aunt May, his villains, his friends. Her eyes widen when she saw images of Peter Parker putting on the costume, of him fighting various villains, taking photos of himself.

The symbiote also showed her images of his social life and his interactions with the people he cared about.

Black Cat now knew who Spider-Man was but unlike Eddie Brock, she lowered her head, feeling a bit pity for the vigilante instead of despising him.

"So… that's why Spider-Man did what he… did at the Vault. My dad… killed his uncle… I now see why…"

She had no idea. If she had known, she wouldn't have been so harsh to him. After all, she had experienced the same type of pain when her mother passed away.

"NO!" the symbiote shouted and approached her, taking a few steps forward. "There is something we haven't showed you… Something that will make you take back what you said…"

Felicia then saw an image of her father trying to break into Ben Parker's car by lock-picking the front door. He then stopped when he saw Ben running towards him with a crowbar in his hand. Walter had threatened him that he would shot him if he got closer, but Ben hit his right hand with the crowbar, forcing him to drop the pistol.

They both rumbled on the ground, hitting each other with fists and kicks while rolling down the street. Ben kept hitting him with the crowbar and Walter had to resort to using his arms to defend himself.

Walter then managed to kick Ben off him, picked up his gun lying on the street, and attempted to run away, not wanting to fight anymore but then Ben punched him in the face, sending him flying backwards and making him to hit his car with his back.

In the process, Walter's finger, accidentally, slipped on the trigger and fired but Ben didn't get shot. The gun fell on the ground and it was picked up by a mysterious person concealed by darkness.

Ben watched as the mysterious person raised the gun, shot him in the heart and then vanished before his eyes.

The poor man with widen eyes and a mouth wide opened because of the shock feel to his knees, coughed out some blood and then let out his last breath before falling on the pavement face-down.

Walter gasped when he saw Ben lying dead on the pavement in a pool of his own blood, and ran away as fast as he could before the police and the ambulances could arrive. Spider-Man then showed up, landing on the top of a street pole and when he saw Ben Parker, he let out a loud scream of pain but managed to get a glimpse of Walter running at top speed away from the crime scene.

Spider-Man then proceeded to follow Walter, believing that he was the killer.

What Felicia didn't know was that it was a fake image created by the symbiote. By combining memories of multiple persons or the hosts that it once possessed with each one containing different images of past events, characters and surroundings, the symbiote was able to modify existent memories by attaching images or different parts of one memory to a different one, thus creating, new, fake memories with real or non-existent people.

It was necessary in order for the symbiote to bond with Black Cat, since the host had to accept, even if it meant tricking and even manipulating her.

"My dad… is innocent?" Felicia covered her mouth, not believing what she had witnessed. "But… why didn't he tell anyone? Who is that man who shot Ben? Why didn't he tell me that he was not the killer? It… doesn't make sense!"

"It's actually quite simple." the symbiote replied, moving closer to her, and walking around in circles. "It's because he was afraid of Spider-Man!"

Another fake image appeared and it showed Spider-Man hanging from a thread upside down while holding her father with his right hand.

"Just so you know! When you get out, I'll be waiting for you to take my revenge. You won't get away with what you did! I won't rest till I take away what you took away from Ben Parker!" Spider-Man threatened him and then the image faded away.

"That is the real reason why your father stayed behind while you escaped. He was afraid that Spider-Man would kill him if he had been a free man, even though it showed clearly that his uncle had been shot by someone else. He probably had his reasons for not telling you. The only way he will feel safe is if Spider-Man is eliminated…" the symbiote continued and then smiled wickedly when he saw Felicia frowning, her sympathy turning into a deep hatred for the vigilante that kept increasing because of what she had found out.

"The gift we are about to offer you will grant you the power needed to crush him. So, do you accept the gift?" the symbiote questioned her as it slowly began to entangle itself around her.

"Yes…" she replied with a cold voice.

"You will let our bond to be complete and permanent?"

"Yes!" she replied once more, half of her body engulfed with the black, organic substance.

"Make us one!"

"Yes!"

"And together, the spider will be squished!"

"Yes!" she said, her body now completely covered with the symbiote.

"Black Cat is gone! There is now only…" a sinister voice spoke from the bed in which Felicia was sleeping and then she got up from the bed with an entire, new look, the one look that would inspire fear in Spidey's heart and the one that he would see in his nightmares.

"THE SYMBIOTE QUEEN!" she yelled with all her might, her long tongue sticking out.

_**End of flashback**_

"We'll let you to sleep peacefully this time, but we will meet again soon, Spider-Man…" Felicia said, narrowing her eyes and grinning in an evil way. "Or should we say… Peter Parker!"

* * *

Meanwhile, the Movie Night was over and everyone left the Stacy house, with the exception of Peter, Gwen, and Harry who were smiling and waving their hands at the others. They seemed to have had a great time with the gathering.

"This was a great night!" Harry exclaimed happily.

"I have to agree, Harry. I haven't had this much fun in a long time. Heh, it was priceless seeing Eugene trembling and hearing him letting out small screams during the scary parts." Peter agreed, his arms crossed and smiling.

"Yeah! I don't think I've ever heard him scream before..." Harry laughed. "Oh, this will be a night to remember…"

"Indeed." Gwen joined in, smiling at the boys.

"Hey, I want to…" Harry started, rubbing the back of his head with his left hand. "… to thank you both… for being there for me in these hard times. I know it's been a week since… my dad passed away and the pain that I feel because of the loss is still there, but with you two, I'm slowly starting to overcome it and move on."

Gwen looked at him with a sympathetic look and then wrapped her arms around Harry, hugging him.

"We're your friends, Harry. We will always be there for you." she said, putting her chin on his shoulder.

"Yeah. Best friends stick together for better or for worse." Peter added, trying to hide the hint of jealousy when he saw Gwen hugging Harry.

Harry smiled at them both warmly.

"Thanks, you two. You're the best friends in the universe." he thanked them.

"No problem, Harry. Well, I guess I should be going." Peter said as he took a few steps backwards. "Goodnight, guys!"

"Goodnight, Pete!" both Gwen and Harry said in unison as they watched him leave.

"Well, the queen didn't show her ugly face at all. I wonder if that was a good thing or a bad thing… I'll worry about that tomorrow. I need to get some rest so that I'll be fresh and ready to face her again, although I could use my snoring as a weapon…" Peter said to himself as he was walking back to his house.

"I feel sorry for him…" Harry mentioned to Gwen. "I mean, he broke up with Liz and he's now a lonely wolf again…"

"Well, I'm sure he'll find someone soon…" Gwen said as she held his hand.

"Yeah… I hope he finds someone nice, kind, and loving like you." Harry complimented her and gently hugged her.

"Yeah… someone… like me…" she repeated the final words while she hugged him back.

However, deep down, Gwen had very strong feelings for Peter and wanted to be with him, but she also had feelings for Harry, and did not want him to become an addict again and put his health at risk.

She was between a hammer and an anvil. She felt sorry for Peter. Because of their feelings for each other, he ended up no longer having a girlfriend and yet she remained with Harry, although she had wanted to break up with him but he needed someone to comfort him following his father's tragic passing and she knew that, unfortunately, that someone was her.

Gwen felt guilty because she had made the same mistake that Peter had done and waited until the last minute to share her feelings for him when the situation was already as complicated as it was.

She let out a long sigh. For her, deep down in the bottom of her heart, she felt that Peter was the one for her, but because she also cared about Harry and considering the harsh times he was going through, she felt like she had to be there for him to comfort him.

"Gwen? Is something wrong?" Harry asked her.

"No. It's nothing..." she replied while having her eyes closed.

TO BE CONTINUED

Disclaimers:

The author doesn't claim ownership of the characters used in this story.

All characters belong to Marvel Entertainment/Sony Pictures Television Inc.

This story has been written for entertainment purpose only!

All rights reserved.


	4. Preparations

_**Preparations**_

Written by MasterOfYourFate

Once Harry kissed her goodbye and headed towards his apartment complex, Gwen sighted deeply and closed the front door, looking down at the floor.

"Had a nice movie night, young lady?" a deep voice spoke from behind her.

Gwen jumped and when she turned around, she gasped upon the sight of her father, George Stacy, captain of the Manhattan Police Force, standing close to her. He was wearing his usual blue suit with black shoes, white shirt, and a red tie.

He had a stern expression on his face as he looked down at her and his hands were placed on his hips.

"Daddy! When did you-"

"I came in through the back door. You forgot to lock it again…" he replied, not letting her to finish the question.

"Uh… how did you… know that I had a… movie night?" Gwen asked nervously, rubbing her foot on the wooden floor and having her arms crossed behind her back.

George then pointed at the living room with his right forefinger.

"The empty soda cans and popcorn bags on the table and the sofa are not that hard to spot."

"I'm so sorry, daddy! I'll clean up at once!" Gwen promised, trembling, not even daring to look at her overprotective father's eyes.

She then felt a hand patting her head. When she looked up, Gwen saw her father smiling warmly at her.

"I'm glad that you had fun with your friends, sweetie. But next time, clean up before I get home." George said to her.

Gwen cracked a weak smile as she hugged her father.

"Oh daddy…"

George's smile grew as he held his daughter close.

"So, did you invite Peter as well?" he suddenly asked.

"Um… yes, I did." she replied a bit shyly. "Why did you ask?"

"No reason…" he replied simply as he let go of her.

Gwen crossed her arms upon hearing his answer.

"Come on, daddy. You don't normally ask these kinds of questions without reasons." she said, sounding suspicious.

"It seems that you haven't forgotten him…" George said as he took off his shoes and walked to his bedroom.

"What? How can you say that? He's one of my best friends! How can I possibly forget about him?" Gwen exclaimed with a surprised tone as she followed her father upstairs.

"You didn't catch my drift, Gwen. I didn't mean as in forget that he ever existed in your life." George replied as he was hanging his blue suit inside a wardrobe.

"Then… what did you mean?" a curios Gwen asked as she stood beside the door that lead to her father's bedroom.

George then looked at his daughter after closing the wardrobe door.

"You still have feelings for him."

Gwen blushed after hearing that and turned her head to her left, looking away.

"No! I don't have anymore. I'm with Harry now."

"You sure?"

"Yes, I'm sure!" she answered, almost on the verge of shouting.

"You can't fool your old man, sweetie." George chuckled, smiling at her.

"I saw the look you gave him when you invited him two weeks ago to partake in a study group along with Harry. It wasn't the _**LOOK**_. It was the kind a girl throws at a boy she has feelings for." he continued and then placed his tie in a drawer.

After doing that, he sat down on his bed and took off his black socks, remaining only in his white shirt and blue pants.

"Dad, I…" Gwen started and then she looked and sighted. "You don't know what you're talking about…"

"Do I? I may be old, but I still know how the minds and hearts of teenagers work. After all, I was a teenager once." George smirked as he rubbed his chin and having his eyes closed.

Gwen then realized that it would be pointless to beat around the bush. Her father had detective skills and could easily notice when someone was lying or had something to hide. The truth would have come out eventually.

"Yes… it's true…" she confessed. "I still have feelings for him…"

"I'm glad you went with the honest answer." George smiled proudly at her. "You're growing up so fast…"

"But… what am I going to do? I still… care for Peter… but I can't have feelings for both him and Harry! I-I-I have been thinking about this… issue ever since Harry lost his father and I still do… but I… really don't know. It's complicated… " she managed to say, while rubbing her left arm.

"Yes, it is. The life of a teen is not easy at all. Something like this was bound to happen sooner or later. It was inevitable. One thing you should know; I care about your happiness, sweetheart. I don't care who you want to be with. All I want is to see your cheerful smile on your lips and that you're happy with the boy you love. I'm not going to force my daughter to be with the boy I see fit. My advice is for you to be with the one that your heart chooses." her father advised her.

"But… it's difficult. I feel as if my heart is split in two. One part sides with Harry but the other with Peter." Gwen said, as she puts her right hand over her chest.

George then got up, walked to his daughter, and placed his right hand on her shoulder.

"I only brought this subject up because I can tell that deep down you're not entirely satisfied with the choice you made. You must understand that one side is always stronger than the other. There can't be any equality. Your words might say _**Harry**_ but your heart may say _**Peter **_and that means that you will have to abandon your feelings for Harry and be with Peter. Or, it could be the other way around and if you want to be with Harry, you'll have to let go of the feelings you have for Peter. Only you can decide that. It's hard, I know, but you'll have to make that choice soon, my dear. Otherwise, you'll be unhappy for the rest of your life…"

Gwen let those words sink in her mind before she looked up at her father. She was aware of the fact that only one boy was destined to be in that special place inside her heart, but her dad added the fact that she would have to make up her mind as soon as possible and not postpone it any longer so that the inner conflict would finally cease.

"Okay, daddy. I'll think about it and… well, we'll see…"

"Good girl. Now, you better get downstairs and clean up that mess otherwise, you won't be getting your allowance for this month…" George warned her, but deep down, he was joking about the threat.

"Yes, daddy, sir!" Gwen saluted like a soldier and rushed downstairs.

"Teenagers…" George remarked while snickering. "Follow your heart and let it be the deciding factor, sweetie…"

* * *

At the Empire State University, near Washington Square Park, Professor Miles Warren was in his office, sitting at his desk and examining some paperwork under the pale light of a small lamp. Miles yawned, took off his glasses, and rubbed his eyes with his forefinger and his thumb.

"Mmm, perhaps it would be best if I call it a day…" he decided after checking his watch and saw that it was almost midnight.

After putting the papers and some files in his briefcase that was on his desk, he got up, and went to a coat rack to pick up his black jacket. Once he put on his jacket, he picked up the briefcase with his right hand by its handle, turned off the lamp, and left his office, making sure to lock the door behind him.

Once he put the key in his right pocket, he proceeded towards the main doors of the university. Upon exiting the building, he was greeted by Jeff Winston, the night guard.

"Another long night, professor?" Jeff asked him, holding a flashlight in his right hand.

"I suppose you could say that, Mr. Winston. But, we all need to rest in order for our mind to work at full capacity. I'll see you tomorrow. Be sure to lock everything up and keep this place safe from intruders. Goodnight." he wished the guard, before heading towards his car in the parking lot.

"Will do, professor. Goodnight." Jeff wished him back as he locked the main doors of the institution.

Unbeknownst to the guard, Spider-Man had used his threads to swing towards the building, landed safely on the roof, and managed to get inside the building by an open skylight.

"I remember that this is where I met Black Cat for the first time…" Spidey remarked in his thoughts as he descended, his head upside down and while holding a thread with his hands. "And where I met the black ooze… Not quite the meeting place if you ask me…"

He then let go of the thread and landed on the floor with his feet.

"A gene cleanser must be around here somewhere…" the vigilante said in his thoughts and began to search the lab for a cleanser, while being on alert for guards.

"This place sure has changed since the Connors left. I hope they have a better life in Florida…"

After about ten minutes of searching through cupboards and drawers, the hero didn't find any test tubes containing the cleanser.

"Rats! They must have kept some gene cleansers around here. But where?" Spider-Man asked, while rubbing his chin and then saw in the corner of the lab a small door that belonged to a small freezer.

When he opened it, he struck gold when he found three test tubes with gene cleansers.

"I don't think they'll mind if I borrow one. It's for a good cause after all…" Spider-Man smiled under his mask, picked one up and looked at it, examining it inch by inch. "Don't worry, kitten. I'll save you…"

But then, the door to the lab opened with the sound of a key turning. Jeff, the guard, stepped inside, turned on the lights, and he was shocked to see that there was an intruder in the lab.

"What the? Spider-Man? Hold it right there!" Jeff ordered him and ran towards him.

"And I'm out of here! Exit, crawl upwards!" the wall-cralwer said and he jumped backwards, landed on a wall, and crawled his way back to the skylight.

Jeff watched him escape and then went back to his office to call the police.

Once he reached the roof, Spider-Man used his right web-shooter to spew a thread and swung away from the university.

"Jameson will have a field day with this news, but I got more important things to worry about. At least, I got what I came for…" the web-headremarked in his thoughts as he looked back at the institution before making his way back to his house in Queens.

By the time the police arrived, Spider-Man was gone.

* * *

The next morning…

Peter Parker woke up from his slumber by the touch of the morning sun's warm rays on his face coming through the bedroom window and by the sound of the birds chirping outside.

The teenager yawned and stretched his arms and legs. After rubbing his eyes with his hands, he looked at his surroundings and saw that his room was just like how he left it before hitting the sack.

"Hmm… The room seems to be in perfect order…" he said in his thoughts and then examined his body. "And I'm still in one piece, thankfully. At least the queen had the decency to not trounce me while I was sleeping. It would have been so rude…"

Peter then hopped off from his bed, did some morning exercises and started to get dressed. He put on a pair of brown jeans, white tennis shoes and a blue, long-sleeved shirt.

He then spotted a note lying on his nightstand. Upon picking it up, he recognized May's handwriting. The note read:

_"Dear, Peter_

_I came home earlier than anticipated. I arrived last night while you were sleeping. We'll talk more in the morning._

_Love,_

_Aunt May"_

"Hehehe, that's so like her to leave notes behind. I better go check on her to see if she's okay." Peter decided and after exiting his room, he proceeded towards May's room.

Once he slowly turned the knob, making the door to open with a loud creak, he peered inside and sighted with relief upon the sight of May Parker sleeping peacefully in her bed.

"Am I glad she's safe and sound…" Peter smiled and after tucking her in, he walked out of the room closed the door quietly.

Peter's expression on his face then turned from a relieved one into a serious, worried one.

"But she, along with the rest of my friends, won't be for much longer so long as Queeny is still at large. I'm going to need to form a strategy in order to successfully make her drink the cleanser. But she's not going to simply let me pour it down her throat. It would have been too easy…" Peter rubbed his chin with his right forefinger as he paced back to his room.

"I need some sort of a weapon that would weaken her long enough for me to pour the liquid into her mouth. But the question is: What kind of weapon?" Peter pondered as he sat down at his desk, resting his chin on his left palm and tapping the desk with the fingers on his right hand.

"Come on, Pete! Think! You know a lot about the symbiote. Surely, you must know of its strengths and weaknesses… Wait! That's it! The symbiote is vulnerable to sonic vibrations! How could I have possibly forgotten about the effectiveness of the vibrations?" Peter slapped himself on the face. "But not every building in Manhattan has a bell tower that I can use, unfortunately, and the Queen will no doubt attempt to prevent me from going to a church for confessions. I need to think out of the box…"

Peter then got up and began to walk around in circles in his room, his arms crossed.

"Maybe if I… construct some sort of device or gadget that could emanate high frequency sound vibrations, I might stand a chance. The vibrations would weaken her, giving me the perfect opportunity to use the cleanser. Hmmm… it could work. At least it's something. It's better than nothing and worth a shot. Besides, I was able to build web-shooters. How hard can it be to assemble a device that emanates sound waves?"

Peter smiled and started to draw some schematic designs for the device in question, unaware, for the moment, of the fact that this task was going to be a real challenge.

* * *

After a healthy breakfast cooked by aunt May and two hours later…

"Peter! I'm going shopping! Do you need something?" May asked as she was standing near the front door, putting on a brown coat that was hanging from a coat rack.

May Parker looked up at second floor where Peter's room was and the response came in the form of Peter's voice emanating from behind his closed bedroom door.

"No, thanks! I'm good, aunt May!"

"Alright, dear! I'll be back as soon as I can. Bye, Peter! And don't forget to clean up your room like you promised!" she reminded him as she was putting on her red scarf around her neck.

"I won't!" Peter replied.

"Okay! Bye, Peter!"

"Bye, aunt May!"

May then turned on the doorknob and left the house, walking towards the nearest grocery store.

"At least I can now test the device without giving aunt May another heart attack." Peter sighted with relief as he was using a screwdriver to screw a nut bolt into the device as part of the finishing touches.

Peter held in his left palm a belt-sized, circular-shaped, white disk with a red, rotating button in the center. Around the button was a smaller, black circle that contained the wires, electronics, and other vital components required for the gadget. The gadget was activated by a push of the button and its frequency altered by rotating the button left or right.

"Let's test it." Peter said and after adjusting the frequency, he pressed the button.

The gadget then emanated sonic vibrations that were so loud and powerful that it shook the entire room, making various items to fall to the floor and the windows to crack.

Peter clenched his teeth, closed his eyes, and had to cover his ears with his right arm and right hand after his body experienced the vibrations and then pushed the button once more to deactivate the device.

"Well, that was something…"

He then opened his eyes and saw that the room was even messier than before and to top it all, the windows in his room, including the mirror on his wardrobe, were cracked like eggs.

"Maybe if I tell aunt May that a hurricane had passed through here while she was gone shopping will spare me of her lecturing and punishment..."

* * *

Now with the gadget attached to his belt, Spider-Man searched the city for a location with an abandoned, condemned building and with no civilians in vicinity so that he can give his new sonic gadget one final test.

He swung towards a neighborhood where there were less chances of civilian casualties and fortune smiled upon him as he spotted an old, forgotten apartment complex, a perfect target for his gadget.

"Alright. Now that I lowered the frequency, it shouldn't cause the building too much damage." Spidey did the math in his brain as he walked towards the complex.

He then activated the gadget and it started to emanate vibrations towards the building.

It appeared that our hero's calculations were wrong since the vibrations didn't just damage the building; it made it to crumble, soon turning it into a pile of rubble.

"Ooooookay, still needs some adjustments…" Spidey remarked as he turned it off and lowered the frequency even more.

"Spider-Man! Hold it right there!" a voice from behind the superhero was heard.

When he turned around, he saw a police car with two officers pointing their handguns at him.

"Something tells me they don't want my autograph." Spidey said in his thoughts as he raised both of his hands up in the air.

"You're under arrest for breaking into the Empire State University and for destroying public property! Come quietly or we will use lethal force!" one of the officers said, his finger on the trigger.

The vigilante, however, was not going to oblige.

"Sorry, but _Come Quietly _is not in my dictionary." he responded and he pressed the buttons that activated his web-shooters and he disarmed the cops by taking away their guns from their hands and tossing them away. To make sure that they wouldn't follow him, Spidey then aimed his web-shooters at the cops, sticking them to either side of the police car._  
_

The vigilante then web-swung away while the cops tried to break free of their sticky predicament.

"I hate when people think I'm the bad guy! I had to break into cause I'm sure I can't find gene cleansers on eBay. Once this situation with Black Cat is settled, I'll try to clear my name. Well, I think all the preparations are made." Spidey remarked as he set off to find the Symbiote Queen.

"Alright, Queeny! Hope you'll enjoy the serenade I plan to play just for you…"

TO BE CONTINUED

Disclaimers:

The author doesn't claim ownership of the characters used in this story.

All characters belong to Marvel Entertainment/Sony Pictures Television Inc.

This story has been written for entertainment purpose only!

All rights reserved.


	5. Battle in Manhattan Central

_**Battle in Manhattan Central**_

Written by MasterOfYourFate

A thin, white web thread latched itself to one of the windows of a skyscraper, causing a man who was sitting at his desk beside the window, typing on a computer to jump and drop his coffee mug. The thread was being held tightly by Spider-Man's right hand and he used it to leap over the skyscraper, landing on the roof safely.

The vigilante made his way to the edge of the roof and crouched, looking down at the city below.

"I've been playing hide-an-seek with Queeny for so long and I haven't even found a trace of her. She sure is a master of hiding, I'll give her that. Why am I the one who always has to count to one hundred while the bad guy or girl, in her case, gets away scot-free and hides in a place I may not even be aware of its existence? Life sure is unfair sometimes." Spidey complained in his thoughts as he moved his head left and right, scanning the area around him and the surroundings.

Then, a black thread was spewed, attaching itself to the web-head's chest and pulling him downwards towards the roof of a closed, run-down pizzeria.

The costumed superhero landed on the roof with his face really hard, making him to groan in pain.

"We were wondering when you'd show up, Spidey…" a sinister and all too familiar voice was picked up by his ears.

Spider-Man raised his head a bit and saw the Symbiote Queen lying on her back beside a chimney and holding the black thread in her left hand.

"You're late for our date, hero…" she smirked, her serpentine tongue slithering across her cheeks.

"Sorry about that." Spidey apologized as he got to his feet. "All the flower shops were closed."

"Well, isn't that thoughtful? Pity that it won't save your worthless, pathetic life." the Queen spoke with a threatening tone as she began to advance towards Spider-Man.

Spider-Man decided to reveal his new weapon.

"I may not have brought you any flowers or candy, but maybe this will make it up." he quipped as he placed his right hand on his belt. "You'll be the first to hear my new, hit single!"

With the push of a button, the device started to emanate high, frequency vibrations towards the Queen, making the windows of the pizzeria to crack like eggs and shatter into a million pieces. The Queen started to screech loudly in pain and the symbiote started to slowly peel away from its host. The vibrations were just unbearable and torturous to her.

The Queen started to back away, footstep by footstep, covering her bleeding ears with her hands while the wall-crawler walked leisurely towards her.

"You didn't think that I came unprepared for our date, did ya?" he remarked while crossing his arms and kept moving forward.

Once the Queen reached the edge of the roof, she jumped backwards, disappearing from view.

"Everyone's a critic." Spider-Man shrugged, turning off the device and walking slowly towards the ledge from where the Queen had vanished.

The vigilante then lowered himself and looked around for the Queen.

"I'm guessing that you're not sticking around for an encore! Hehehe! Get it? Sticking?" Spidey joked, putting his hand to the edge of his left mouth corner.

The hero rubbed his chin before crawling on the walls of the pizzeria to search for the Queen. The moment he approached a window to take a peek inside, a slimy, black and clawed hand burst through it and grabbed Spider-Man by the belt.

"Hey! Let go of the merchandise!" the costumed vigilante shouted before being slammed against the wall numerous times and then dragged inside the pizzeria, toppling over tables with hand-sewn tablecloths, extinguished candles and leather chairs, and landing at the Queen's feet.

To his horror, the Queen's hand ripped the device from his belt and crushed it, rendering it useless.

"What are you going to do now, hero?" she stared down at him with a sinister smirk plastered on her face.

She then raised her right hand, sharpened her fingers and attempted to claw the hero, but Spidey quickly dodged her attack, making her claws to embed on the checkered floor.

Once he got back up, Spider-Man used a thread to pick up a kitchen stove, tossing it at her. Even with her hand stuck, she was able to slice the stove into many pieces with her free hand.

"Woah! Nice nails! Your manicurist must be proud." Spidey remarked.

"Thanks. Want to take a closer look at them?" she smirked as she freed her right hand and extended her arms forward to grab Spider-Man. The hero used his speed and agility to avoid getting caught by the Queen's hands but it was to no avail as the Queen managed to grab his foot and slammed him against the floor a couple of times before pulling him towards her.

"Now, we've got you. The date is not ruined yet, wall-crawler. We should have dinner here, Spider-Man. Although there are no cooks, we're quite handy in the kitchen. We're thinking of making some lasagna and we know exactly what kind of meat we'll be using…"

"Mama mia!" he cried when the Queen brought him to her face, the eyes behind the spider mask showing signs of true fear.

* * *

Meanwhile, back at his house, aunt May had returned with the groceries and was shocked and appalled to see the mess in Peter's room that was caused when he tested his new sonic device.

"That young man is in big trouble! Wait till he gets home! I'll be sure to kick this habit of his to not clean his room!" May frowned and then tried to calm down. This was not good for her heart pressure.

* * *

The sound of a window smashing was heard when the Queen kicked Spider-Man out of the pizzeria, spewed some threads to bring him back to her and punching him in the jaw so hard that it made him to fly towards an apartment complex.

"Ooopsie! Guess we don't know our own strength." she looked at the audience, shrugging.

Inside an apartment, two young boys were in the living room, sitting on a couch and watching a Spider-Man cartoon on TV when the costumed wall-crawler came bursting through a wall with his back and landing on the couch between the boys.

The two boys looked at their idol with widen eyes and lowered jaws, not believing that they were in the same room with a comic book icon.

Spider-Man rubbed his head with his right hand while grunting.

"Guess I was wrong about her; she can deliver punchlines." Spidey remarked before looking up at the TV and saw an actor dressed up as him on the tube, trying his best to act like him.

"My name is Peter Parker and I'm the Ultimate Spider-Man!" the actor cried, pumping his fist into the air. "And I'm a member of SHIELD! WAHOOOOO!"

"Really? They got that actor to play me? How insulting! That guy doesn't even sound like me! Peter Parker? What kind of a dumb name is that for the person behind the mask? I really should call my agent." Spider-Man complained as he watched the cartoon, pointing at the screen with his left hand, occasionally glancing at the two boys.

The kids then screamed when the Queen burst through a window, growling menacingly.

"Uh, kids, you should leave the room now. What you are about to see is not suitable for minors."

After getting the children to safety, he turned to face the Queen.

"Isn't that cute? Concerned about the safety of others…"

"Say, Queeny, how about if you go after the other Spider-Man?" Spidey asked her, having a plan in mind to get the Queen out of the apartment.

"What other Spider-Man?"

"This other Spider-Man!"

The web-head grabbed the TV with a thread and tossed it at the Queen. The impact was inevitable and the Queen got hit in the head. Not wasting any second, Spider-Man pounced on her, making both him and the Queen to fall through the shattered window at an incredible speed, crashing onto a speeding monorail.

The civilians inside gasped and screamed when a loud sound was heard from above their heads. The Queen and Spider-Man started a fierce brawl consisting of punches and kicks while trying to maintain their balance as the train turned left and right while also avoiding objects that could knock them off the train like lowered bridges or passageways build above the tracks.

The Queen was definitely stronger, but Spidey was incredibly agile as he used his reflexes to dodge her attacks, even jumping on trains that went into the opposite direction before jumping back on the one the Queen was standing.

The Queen embedded her sharp claws on the top part of the monorail to make sure she doesn't slip while the vigilante used his ability to stick to any flat surfaces to not slip.

"I have to find a way to get her off the train." the web-head thought as he crouched, waiting for her to make the next move. "I fear that she might grab someone and use that someone as a hostage. I can't let her do that! Think, webhead, think!"

As he was thinking, he saw the Queen advancing towards him, one careful step at a time. Spider-Man seized the opportunity when she lost her balance for a bit and rushed to punch her. The civilians inside would then see Spidey and the Queen duking it out on the left side of the train, their feet sticking like glue to the windows before the Queen would uppercut him.

Spider-Man lost his grip and fell but not before he spewed two web threads on the queen and pulled her along with him. The hero let out a sigh of relief when the civilians were no longer in danger and while falling, he managed to get his boots to stick to the wall of a hospital and he pulled the threads with all his might, making the Queen to slam through a wall so hard that it left a hole in the shape of her figure on it.

It didn't take long for the Queen to grab the threads and pull the hero inside as well.

"I have to get her to drink the cleanser before any more innocent lives are put in danger." the vigilante said in his thoughts as he landed on the shiny, slippery grey-colored floor of the hospital.

The staff as well as the patients inside screamed upon the sight of the battle that took place within the corridors of the hospital and evacuated as fast as possible.

"Alright, Queeny! It's time to take your medicine prescribed by your friendly neighborhood, web-spinning doctor. And if you are a good, little symbiotic queen, I'll give you a lollypop. Which flavor you want? Cherry or lemon?" Spider-Man quipped once more and took out the vial of gene cleanser from his belt.

The Queen snarled as a response.

"Heh, with so many teeth you have, I'm surprised you have no sweet tooth." the vigilante continued with his quipping.

In order to pour it down her throat, Spidey blinded her with a web thread to the face and then jumped towards her, grabbing her by the neck. The Queen tried to shake him off by trying to move backwards towards walls or grabbing random items like trays to hit him with but Spider-man held on as tightly as he could.

"Got. To. Get. Her. To. Drink. It!"

Spider-Man tightened his grip, making her to open her mouth widely to gasp for air. He seized the opportunity and poured the cleanser down her throat.

The Queen made a gagging sound like she was about to drown and grabbed Spider-Man, tossing him away.

After a smooth landing on a wall, he watched as the Queen fell on her knees, clutching her throat and coughing.

"Any minute now." the costumed superhero said in his thoughts but then he heard her laughing in a sinister way and slowly got back up her feet.

The hero's eyes widen three times. He couldn't believe it? Why didn't the cleanser work?

"What the? How is it possible?" he exclaimed.

"You didn't think that gene cleanser would work twice on us, huh? We are an adaptive species, Spider-Man, and our immune system evolves, developing antibodies. The gene cleanser no longer affects us." she explained, her tongue swishing left and right like a whip.

"This is why I hate Biology!" Spidey exclaimed as he crawled backwards, away from her.

His entire body was then covered by her shadow and her reflection visible in Spider-Man's eyes.

* * *

Meanwhile, at Harry Osborn's penthouse suite…

Osborn junior was in his room, all tucked in and taking a small nap. He had a dream, but it wasn't an ordinary dream. It was dream that would have a huge impact and that could make a grand change.

In the dream, he was all alone in a dark, empty, never-ending void. He was scared and felt cold. Harry got to his knees and rubbed his elbows to keep himself warm.

"Where am I?" he questioned, his voice echoing in the dark.

Then, he heard a voice that seemed to come from nowhere. A familiar voice.

"Son…"

"Huh?" Harry blinked and looked around in all directions. "Dad? Is… that you?"

"Yes, Harry. It's me…" the voice spoke again and a faint image of Norman Osborn, his father, appeared before his eyes

"Dad? But I… thought you were-" Harry spoke with a bewildered tone as he slowly raised himself from the ground but Norman raised his hand to interrupt him.

"No, Harry. I'm always with you, in your heart." he spoke, smiling at him, something that he rarely did.

"Dad! I'm so happy to see you!" Harry cried happily and ran to his father to hug him.

"Oh, dad… I thought I lost you…"

He felt his dad's hand stroking his hair gently.

"You haven't lost me, son. You never will." he assured him with a calm voice.

"Dad… I… Look, I know that you… had some… problems… with…" Harry started.

"I know. And I want to apologize for that. Yes, I know you're shocked to hear me say this since I never apologize, but this time I have to because I have affected your life in a negative way. I shouldn't have created that globulin green. I wasn't strong enough to resist the temptation. By consuming the green, I turned into something else... I turned into a monster… a horrible green goblin…"

"I forgive you, dad." Harry accepted his apologies, looking up at him.

"I'm glad to hear that." Norman smiled. "Harry, you must understand that I was a victim. I wanted to get help and cure myself of the addiction, but Spider-Man wouldn't let me. He didn't know that he was up against a man that couldn't control himself…" Norman frowns and clenches his fist.

"You should have told me about this earlier, dad. I could have helped you, but it's too late now…" Harry sighted as he looked down. "There's nothing I can do…"

Norman then placed his hands on his shoulders.

"But you can help me, Harry. Avenge me. Destroy Spider-Man and I'll be able to rest in peace."

"What? Dad, I can't do that! I can't just… kill someone even if that someone did what he did. And besides, how can I go up against Spider-Man? I mean, he has superpowers and I'm just a normal kid. It's beyond me!"

But Norman already had a solution for the problem and he uttered the following six words: "Use the Globulin Green once more."

Harry looked shocked and backed away from his father, step by step. He couldn't believe what his father had said.

"No! You can't be serious! After what happened, you're encouraging me to go back to the green? That's just… wrong, dad!"

"You didn't know how to use its capabilities properly, son. In gas form, the green has no side effects like blackouts or loss of control." Norman explained non-challant.

"You're insane!" Harry screamed. "I refuse to get anywhere near that stuff again! It will ruin my life again and the steps I took for a normal life! Gwen loves me, and I finally got some old friends back!" Harry refused to do his father's wish.

"She doesn't love you!" Norman spat.

"Yes, she does! She's the only one that was there for me! I refuse to go back to the green!"

"You must, son! And if you kill Spider-Man, I'll be very proud of you, like never before!" his father shouted.

"No!"

"You must! Avenge me! Become the Green Goblin!" Norman's voice echoed loudly, loud enough to wake him up.

Harry looked around and saw that he was in his room, lying on his bed. His forehead was invaded by sweat, his breathing was fast, and his hands were shaking. Once he wiped off the sweat, he looked down at his trembling palms.

"Dad…"

* * *

The escalating fight between the Queen and Spider-Man continued but the odds were not stacked in the web-head's favor. With his sonic device damaged and the gene cleanser proving to be ineffective, the wall-crawler realized that there was only thing he could do: Hide.

Spider-Man looked around and saw an open manhole on sidewalk. He ran towards and dived in with the Queen following him. The sewer system was cramped, damp, and smelly. Luckily, it was build in the shape of a maze and it was the only advantage that Spider-Man had over her.

"Playing hide-an-seek, are we? Well, you cannot hide from me forever." she grinned and narrowed her eyes.

Spidey, who was hiding behind a pipe, gasped silently in horror as he saw the Queen shedding her long, white, snake-like hair. The dreadlocks fell to the ground and at first looked inanimate but then they started to move and act like real snakes.

"Find him…" she ordered her pet sneaks while making her way towards a passageway leading to the east.

The dreadlocks nodded and started to search every inch of the sewer system for the hero, checking every holes and possible hiding spots.

"Now I see why Indiana Jones hates snakes." Spidey said in his thoughts and saw that there some snakes near him. When they got close, he violently kicked them and quickly tried to find his out, but even he got lost.

"Perfect. Just perfect…" he remarked as he landed in a puddle of water.

He then heard a growling sound coming from nearby.

"I sure hope that was a gator…" he gulped and turned into the direction from the growling was heard.

TO BE CONTINUED

Disclaimers:

The author doesn't claim ownership of the characters used in this story.

All characters belong to Marvel Entertainment/Sony Pictures Television Inc.

This story has been written for entertainment purpose only!

All rights reserved.


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